MoneyGram 2009 Annual Report Download - page 193

continuing at the time of the giving of such notice and at the time of the proposed reinvestment, no prepayment shall be required pursuant to this paragraph
in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent
of any such Net Proceeds therefrom that have not been so applied (or committed to be so applied) by the end of such fifteen month period, (or if committed
to be so applied within such fifteen month period, have not been so applied within 180 days after such fifteen month period has expired). The Borrower
shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of the
Borrower or any Subsidiary to apply Net Proceeds in accordance with this Section 2.10(ii). Notwithstanding the foregoing, if on any Business Day there
exist "Net Proceeds" (as defined in the Indenture) which (assuming no investment or application thereof is made within the following five Business Days)
would constitute "Excess Proceeds" (as defined in the Indenture) in an amount in excess of $25,000,000 on such fifth following Business Day, then prior to
such fifth following Business Day the Borrower shall prepay the Term B Loan until paid in full in an aggregate amount equal to such "Excess Proceeds"
amount in excess of $25,000,000. Upon making such prepayment, the Borrower shall be relieved of any further obligation under this Section 2.10(ii) to
make any prepayment with respect to such Net Proceeds.
(iii) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2009, the Borrower shall prepay the
Term B Loan in an aggregate amount equal to the Excess Cash Flow for such fiscal year multiplied by 50%. Each prepayment pursuant to this clause shall
be made on or before the date that is five Business Days after the date on which annual financial statements are required to be delivered pursuant to
Section 6.1(i) with respect to the fiscal year for which Excess Cash Flow is being calculated. Notwithstanding the foregoing, (A) no prepayment shall be
required by this clause with respect to any fiscal year of the Borrower as to which the Senior Secured Debt Ratio is less than 3.0 to 1.0 as of the end of
such fiscal year and (B) the amount required to be prepaid pursuant to this clause with respect to any fiscal year shall be reduced dollar for dollar by the
amount of (1) voluntary prepayments of Revolving Loans which were accompanied by corresponding permanent reductions in the Aggregate Revolving
Credit Commitment, (2) all optional prepayments of the Term A Loan or Term B Loan, (3) mandatory prepayments of the Term B Loan, in each case only
to the extent that such prepayments, expenditures or investments (x) were made by the Borrower or its Subsidiaries after the start of the applicable fiscal
year and prior to the due date for (or, if earlier, the actual payment date of) the prepayment under this clause with respect to such fiscal year and (y) have
not resulted in a reduction of Excess Cash Flow or prepayments pursuant to this clause with respect to any prior fiscal year and (C) no prepayment shall be
required with respect to the portion of Excess Cash Flow attributable to a Subsidiary that is required to maintain a minimum net worth or similar
requirement under applicable law, rule or regulation or by order, decree or power of any Governmental Entity, to the extent (and only to the extent) that the
payment of cash by such Subsidiary to the Borrower in respect of such portion of Excess Cash Flow (by way of dividend, intercompany loan or otherwise)
would result in such Subsidiary's failure to comply with such requirement. 43